Safe group announces the convocation of the Annual General Meeting
of Shareholders to be held on December 15th 2023 and provides an
update on the situation
Safe group announces the convocation of
theAnnual General Meeting of Shareholders to be
held on December 15th 2023 and provides an update on the
situation ► Shareholders' meeting convocated for
December 15, 2023, 2pm in Eragny sur Oise► European High Growth
Opportunities Securitization Fund submits new resolutions ► Update
on the Group's situation following the opening of rehabilitation
proceedings► Postponed publication of first semester financial
statements |
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Éragny-sur-Oise, France, November
24th 2023, 5h35 pm CET –
Safe (FR0013467123 – ALSAF), a group specialized in the design,
manufacture and marketing of ready-to-use technologies for
orthopedic surgeries, in particular spine surgery, announces the
convocation of the Annual General Meeting on December 15, 2023 and
provides an update on the situation since the opening of the
rehabilitation proceedings.
Pierre Dumouchel, Chairman and CEO, comments:
"Since the interruption of our financing and the opening of the
rehabilitation proceedings, we have carried out a rapid
restructuring which has enabled us to rebuild our cash position in
the short term, and to seek financing solutions and strategic
partnerships. Our sales performance to date remains stable compared
with 2022, thanks to the renewed confidence of our customers and
the remarkable commitment of our teams. The Annual General Meeting
that we are reconvening following a lack of quorum in the first
instance is a crucial step, and we take this opportunity to remind
our shareholders of the importance of voting by post before
December 12, or in person at our headquarters on December 15 at
2pm”
► Shareholders' meeting convocated for December
15, 2023, 2pm in Eragny sur Oise :
As the General Meeting convened on September 6TH
2023 was unable to validly deliberate due to a lack of quorum,
Safe's Board of Directors is reconvening the General Meeting to be
held on December 15th2023 at 2pm at the Group's head office in
Eragny-sur-Oise.
The notice of meeting was published in the
Bulletin des Annonces Légales Obligatoires on November 10th 2022
and Safe would like to remind you of the agenda for the Annual
General Meeting:- Approval of the financial statements for the year
ended December 31st 2022; - Appropriation of net income for the
year ended December 31st 2022; - Approval of the consolidated
financial statements for the year ended December 31st 2022 ; -
Approval of agreements entered into pursuant to article L.225-38 of
the French Commercial Code; - Renewal of the mandate of Mr. Pierre
Dumouchel as director- Renewal of the mandate of Mr. Philippe
Petrou as director; - Renewal of the mandate of Mr. Thomas Droulout
as director; - Determination of the total annual remuneration to be
allocated to the directors. - Authorization and delegation to
enable the Company to trade in its own shares - Setting the terms
and conditions in accordance with Article L. 22-10-62 of the French
Commercial Code;- Powers for formalities.
Safe recalls the current composition of the
Board of Directors: Mr. Pierre Dumouchel (co-founder and CEO), Mr.
Thomas Droulout (co-founder and CTO), Mr. Philippe Petrou
(independent director), Mr. Jean-Marc Feige (director, former CEO
of Safe Medical), Mr. François-Henri Reynaud (CFO) and Mr. Ismaël
Nujurally (independent director).
The company announces the departure of
François-Henri Reynaud, Chief Financial Officer. He joined Safe
Orthopaedics in 2017, played an active role in the transformation
of Safe Orthopaedics into the Safe Group following the acquisition
of Safe Medical (formerly LCI Medical), and recently reorganized
the Group's finance department in preparation for its move to the
Lyon region. Benoit Rouquet, Financial consultant, and Pyramide
(Safe Medical's long-standing financial supplier) are now in charge
of financial management for the entire group. The Board of
Directors and all the Group's teams would like to thank
François-Henri Reynaud for his commitment over the last 6
years.
The company also announces the non-renewal of
Mr. Ismaël Nujurally's mandate following his wish to take full
advantage of his retirement. He had joined the Board in 2019 as an
independent director. A doctor and former CEO of healthcare
companies, Mr. Ismaël Nujurally shared his experience and energized
strategic, marketing and clinical discussions within the Board. The
Board of Directors and all the Group's teams would like to thank
Mr. Ismaël Nujurally for his commitment throughout his term of
office.
► European High Growth
Opportunities Securitization Fund proposes new
resolutions :
European High Growth Opportunities
Securitization Fund, represented by its management company European
High Growth Opportunities Manco S.A. ("EHGO"), and ABO Infinium
Americas OpCo Ltd, the company's creditors under the 2021 and 2023
financing agreements, together hold 4,997,930 shares, representing
around 32.14% of Safe's share capital. The European High Growth
Opportunities Securitization Fund currently holds 170 and 2025
convertible bonds (par value €1,000) respectively issued under the
2021 and 2023 agreements, for a total of €2,875,000.
European High Growth Opportunities
Securitization Fund request that the following draft resolutions be
placed on the agenda of the Annual General Meeting:- Appointment of
Mr. Rodolphe Cadio as Director,- Appointment of Mr. Victor
Humberdot as Director,- Appointment of Mr. Philippe Laurito as
Director.
European High Growth Opportunities Manco S.A.
("EHGO"), and ABO Infinium Americas OpCo Ltd also informed the
Company by letter and press release dated November 17, 2023 that
they would vote against the renewal of the terms of office of Mr.
Pierre Dumouchel, Mr. Philippe Petrou and Mr. Thomas Droulout, that
they would vote in favor of setting the total annual remuneration
to be allocated to the directors, and that they wished to carry out
a major reorganization of the Company around a new project led by a
renewed management team.
To date, Safe has no precise details of this new
project, nor of the financing arrangements envisaged. In this
context, and in view of Safe's financial situation and the efforts
made by management to work towards a turnaround, Safe, its Board of
Directors and management team do not recommend a positive vote on
these resolutions. Major changes in governance and management
present significant risks for the company in view of the current
receivership proceedings and the strategic discussions conducted to
date.
► Update on the Group's
situation following the opening of rehabilitation
proceedings
Since September 5th 2023, the date on which the
rehabilitation proceedings of SAFE SA and its French subsidiaries
(SAFE ORTHOPAEDICS SAS and SAFE MEDICAL SAS) began, the SAFE Group
has been pursuing the restructuring measures initiated at the
beginning of 2023, and rebuilding its short-term cash position in
order to seek long-term strategic financing/partnership solutions
as part of a plan to continue its commercial and technological
activities.
For several years, the Group has been pursuing a
strategy of direct sales in France, Germany and the United States,
and distribution in the rest of the world. In view of its reduced
financial resources, Safe Orthopaedics has entrusted the
distribution of its technologies in Germany to a local agent, who
has taken over half the German sales team, just as it had been done
in the United Kingdom by March 2023.
Since the transformation of Safe Medical and the
internalization of Safe Orthopaedics products (Q4 2022), the Group
has reduced its OPEX and improved its WCR. Since the opening of the
receivership, the Group has decided to relocate Safe Orthopaedics
to Fleurieux-sur-l'Arbresle, Safe Medical's current production
site. This move will be completed in December 2023, and will enable
a significant structural and logistical reduction.
The Group has also downsized the number of
employees of Safe, Safe Orthopaedics and Safe Medical companies,
and is now concentrating most of its human resources on the
marketing of Safe Orthopaedics products already approved / Safe
Medical industrial services and the transition to the new European
regulations applicable to medical devices.
On November 17, 2023, the Pontoise Commercial
Court ordered the continuation of the observation period, relying
mainly on the €427K cash position at that date.
A progress report is scheduled for January 13,
2023 with the Commercial Court.
► Postponed publication of first semester
financial statements
In the context of the Group's receivership and
in view of the urgency of the measures to be implemented to
strengthen the Group's cash position, the half-yearly financial
report presenting the parent company financial statements of Group
companies has been postponed and will be made available no later
than December 31, 2023.
About Safe Group
Safe Group is a French medical technology group
that brings together Safe Orthopaedics, a pioneer in ready-to-use
technologies for spine pathologies, and Safe Medical (formerly LCI
Medical), a medical device subcontractor for orthopedic surgeries.
The group employs approximately 100 people.
Safe Orthopaedics develops and manufactures kits
combining sterile implants and ready-to-use instruments, available
at any time to the surgeon. These technologies are part of a
minimally invasive approach aimed at reducing the risks of
contamination and infection, in the interest of the patient and
with a positive impact on hospitalization times and costs.
Protected by 15 patent families, SteriSpineTM kits are CE marked
and FDA approved. Safe Orthopaedics is headquartered in the Paris
region (and has subsidiaries in the United Kingdom, Germany, the
United States. For more information:
http://www.safeorthopaedics.com/
Safe Medical produces implantable medical
devices and ready-to-use instruments. It has an innovation center
and two production sites in France (Fleurieux-sur-l'Arbresle,
69210) and in Tunisia, offering numerous industrial services:
industrialization, machining, finishing and sterile packaging. For
more information: http://www.safemedical.fr/
Contacts
Safe
group
Pierre
Dumouchel Président Tél.
: +33 (0)1 34 21 50
00 investors@safeorthopaedics.com
SAFE (EU:ALSAF)
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